UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 
 AMENDMENT
NO. 2 
TO
 
 FORM S-4
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 CAMBIUM LEARNING GROUP, INC.
 (Exact name of Registrant as specified in its charter)
 
 Delaware
    
    2741
    
    27-0587428(State or other jurisdiction of
    
    (Primary Standard Industrial
    
    (I.R.S. Employerincorporation)
    
    Classification code Number)
    
    Identification Partner)
 
 
  
 
 
 With a copy of all communications to:
 Steven E. Siesser, Esq.
    
    Todd Buchardt, Esq.Steven M. Skolnick, Esq.
    
    General CounselLowenstein Sandler PC
    
    Cambium Learning Group, Inc.1251 Avenue of the Americas
    
    17855 North Dallas Parkway, Suite 400New York, NY 10020
    
    Dallas, TX 75287(212) 262-6700
    
    (214) 932-9500
 
 Approximate date of commencement of proposed offer of securities to the public:
 o
 o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 
  o
 o
 
 CALCULATION OF REGISTRATION FEE
 Proposed
    
    
    ProposedMaximum
    
    
    MaximumTitle of Each Class of
    
    
    Amount to
    
    
    Offering Price
    
    
    Aggregate
    
    
    Amount ofSecurities to be Registered
    
    
    be Registered
    
    
    Per Note(1)
    
    
    Offering Price(1)
    
    
    Registration Fee(4)9.75% Senior Secured Notes due 2017(2)
    
    
    $175,000,000
    
    
    100%
    
    
    $175,000,000
    
    

$20,318Guarantees of the 9.75% Senior
Secured Notes due 2017(3)
    
    
    
    
    
    
    
    
    
    
    
    
 (1)
    
    Estimated solely for purposes of calculating the registration fee.(2)
    
    Calculated pursuant to Rule 457(f) under the Securities Act of 1933, as amended (the
Securities Act).(3)
    
    Represents the guarantees of the 9.75% Senior Secured  Notes
due 2017, to be issued by the additional registrants. Pursuant to Rule 457(n) under the Securities Act of 1933, no registration fee is
required with respect to the guarantees.(4)
    
    Previously paid.
 The
registrants hereby amend this registration statement on such date or dates as may be
necessary to delay its effective date until the registrants shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act or until this registration statement shall
become effective on such date as the Commission, acting pursuant to said Section 8(a), may
determine.




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TABLE OF ADDITIONAL REGISTRANTS(1)
 Exact Name of Co-Registrant
    
    State or Other Jurisdiction of
    
    I.R.S. Employeras Specified in its Charter
    
    Incorporation or Organization
    
    Identification No.VSS-Cambium Holdings II Corp.
    
    Delaware
    
    38-3805237VSS-Cambium Holdings, LLC
    
    Delaware
    
    20-8468097VSS-Cambium Holdings IV, LLC
    
    Delaware
    
    N/ACambium Learning, Inc.
    
    Delaware
    
    45-0525540Kurzweil/Intellitools, Inc.
    
    Delaware
    
    04-3554733LAZEL, Inc.
    
    Delaware
    
    27-1609020Cambium Education, Inc.
    
    Colorado
    
    84-0770709
 
 (1)
    
    The address and telephone number of the principal executive offices for each additional
registrant is 17855 North Dallas Parkway, Suite 400, Dallas, Texas 75287, (214) 932-9500. The
name, address and telephone number of the agent for service for each additional registrant is
Ronald Klausner, Chief Executive Officer, Cambium Learning Group, Inc., 17855 North Dallas
Parkway, Suite 400, Dallas, Texas 75287, (214) 932-9500. The Primary Standard Industrial
Classification Code Number for each additional registrant is 2741.




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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 Item 20. Indemnification of Directors and Officers.
        II-1




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Additional Registrants
  Item 21. Exhibits and Financial Schedules.
     Item 22. Undertakings.
  (a)
    
    (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
 (i)
    
    to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the Securities Act);(ii)
    
    to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in the volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the Calculation of Registration
Fee table in the effective registration statement; and(iii)
    
    to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;(2) That, for the purpose of determining any liability under the Securities Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
 II-2




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(3) To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
 (b)
    
    That, for purposes of determining any liability under the Securities Act, each
filing of the Registrants annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plans annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.(c)
    
    Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Registrant pursuant
to the provisions, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.(d)
    
    To respond to requests for information that is incorporated by reference into the
prospectus pursuant to Items 4, 10(b), 11 or 13 of this form, within one business day of
receipt of such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through the date of
responding to the request.(e)
    
    To supply by means of a post-effective amendment all information concerning a
transaction, and the company being acquired involved therein, that was not the subject
of and included in the registration statement when it became effective.
 II-3




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SIGNATURES
 
  
 
 CAMBIUM LEARNING GROUP, INC.By:
    
    /s/ Bradley C. Almond
Bradley
C. AlmondSenior Vice President and Chief Financial
Officer
 
 
  
 
 Signature
    
    Title*
Ronald Klausner
    
    Director and Chief Executive Officer 
(Principal Executive Officer)* 
David
F. Cappellucci
    
    Director and President/s/ Bradley C. Almond
Bradley
C. Almond
    
    Senior Vice President and Chief Financial Officer
(Principal Financial Officer)/s/ Barbara Benson
Barbara
Benson
    
    Vice President and Controller 
(Principal Accounting Officer)*
 Harold
O. Levy
    
    Director
 
 S-1




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Signature
    
    Title*
 Thomas
Kalinske
    
    Director*
 Neil
Weiner
    
    Director*
 Walter.
G. Bumphus
    
    Director*
 Scott
J. Troeller
    
    Director*
 Richard
J. Surratt
    
    Director*
 Jeffrey
T. Stevenson
    
    Director
 
 *By:
    
    /s/ Todd W. Buchardt
Todd W.
BuchardtAttorney-in-fact
 
 S-2




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SIGNATURES
 
  
 
 VSS-CAMBIUM HOLDINGS II CORP.By:
    
    /s/ Bradley C. Almond
Bradley C. AlmondSenior Vice President   and Chief
Financial OfficerVSS-CAMBIUM HOLDINGS, LLCBY: VSS-CAMBIUM HOLDINGS II CORP.ITS: SOLE MEMBERBy:
    
    /s/ Bradley C. Almond
Bradley C. AlmondSenior Vice President and Chief
Financial OfficerVSS-CAMBIUM HOLDINGS IV, LLCBY: VSS-CAMBIUM HOLDINGS, LLCITS: SOLE MEMBERBY: VSS-CAMBIUM HOLDINGS II CORP.ITS: SOLE MEMBERBy:
    
    /s/ Bradley C. Almond
Bradley C. AlmondSenior Vice President and Chief
Financial Officer
 
 POWER OF ATTORNEY
  
  
 
 Signature
    
    Title*
Ronald
Klausner
    
    Director and Chief Executive
Officer (Principal Executive Officer)/s/ Bradley C. Almond
Bradley C. Almond
    
    Senior Vice President and Chief
Financial Officer 
(Principal Financial Officer)/s/ Barbara Benson
Barbara Benson
    
    Vice President and Controller*
Jeffrey
T. Stevenson
    
    Chairman, Director and Assistant Treasurer*
Scott J. Troeller
    
    Director and Assistant Secretary
 
 
 *By:
    
    /s/ Todd W. Buchardt
Todd W. BuchardtAttorney-in-fact
 
 S-3




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SIGNATURES
 
  
 
 CAMBIUM LEARNING, INC.KURZWEIL/INTELLITOOLS, INC.LAZEL, INC.CAMBIUM EDUCATION, INC.By:
    
    /s/ Bradley C. Almond
Bradley C. AlmondSenior Vice President, Chief Financial Officer and Treasurer
 
 POWER OF ATTORNEY
  
  
 
 Signature
    
    Title*
Ronald
Klausner
    
    Chief Executive Officer
(Principal Executive Officer)/s/ Bradley C. Almond
 Bradley
C. Almond
    
    Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)/s/
Barbara Benson
Barbara Benson
    
    Vice President and Controller*
Jeffrey
T. Stevenson
    
    Assistant Treasurer and Director*
Scott J. Troeller
    
    Assistant  Secretary and Director
 
 
 *By:
    
    /s/ Todd W. Buchardt
Todd W. BuchardtAttorney-in-fact
 
 S-4




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EXHIBIT INDEX
  
 ExhibitNumber
    
    Description of Exhibits3.1(1)
    
    Amended and Restated Certificate of
Incorporation of Cambium Learning Group, Inc.3.2(1)
    
    By-laws of Cambium Learning Group, Inc.3.3*
    
    Amended and Restated Certificate of Incorporation of VSS-Cambium Holdings II Corp.3.4*
    
    Amended and Restated By-laws of VSS-Cambium Holdings II Corp.3.5*
    
    Certificate of Formation of VSS-Cambium Holdings, LLC3.6*
    
    Second Amended and Restated Limited Liability Company Agreement of VSS-Cambium Holdings, LLC3.7*
    
    Certificate of Formation of VSS-Cambium Holdings IV, LLC3.8*
    
    Limited Liability Company Agreement of VSS-Cambium Holdings IV, LLC3.9*
    
    Third Amended and Restated Certificate of Incorporation of Cambium Learning, Inc.3.10*
    
    Second Amended and Restated By-laws of Cambium Learning, Inc.3.11*
    
    Certificate of Incorporation of Kurzweil/Intellitools, Inc., as amended3.12*
    
    Second Amended and Restated By-laws of Kurzweil/Intellitools, Inc.3.13*
    
    Certificate of Incorporation of LAZEL, Inc.3.14*
    
    By-laws of LAZEL, Inc.3.15*
    
    Articles of Incorporation of
Cambium Education, Inc. (formerly Sopris West Educational Services,
Inc.), as amended3.16*
    
    Amended and Restated By-laws of
Cambium Education, Inc. (formerly Sopris West Educational Services,
Inc.)4.1(2)
    
    Indenture, dated as of February 17, 2011, by and among Cambium Learning Group, Inc.,
the guarantors named therein and Wells Fargo Bank, National Association, as Trustee4.2(2)
    
    Form of 9.75% Senior Secured Notes due 2017 (included as Exhibit A to Exhibit 4.1 above)4.3(3)
    
    Registration Rights Agreement, dated as of February 17, 2011, by and among Cambium
Learning Group, Inc., the guarantors named therein, Barclays Capital Inc. and BMO
Capital Markets Corp.5.1*
    
    Opinion of Lowenstein Sandler PC5.2*
    
    Opinion of General Counsel
 
 E-1




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ExhibitNumber
    
    Description of Exhibits10.1(4)
    
    Amendment No. 1, dated September 20, 2010, to Agreement and Plan of Mergers,
by and among Cambium Learning Group, Inc., Voyager Learning Company, Vowel Acquisition Corp.,
VSS-Cambium Holdings II Corp., Consonant Acquisition Corp. and Vowel Representative LLC10.2(4)
    
    Amendment No. 1, dated September 20, 2010, to Escrow Agreement by and among Wells Fargo Bank, National
Association, the Company, Voyager Learning Company, Vowel
Representative, LLC and Richard J. Surratt10.3(5)
    
    Office Lease Agreement Between Briagrove Place, L.L.C and Cambium Learning Inc. Dated July 9, 201012.1*
    
    Computation of Ratio of Earnings to Fixed Charges21.1(3)
    
    Subsidiaries of Cambium Learning
Group, Inc.23.1*
    
    Consent of Whitley Penn LLP, independent registered public accounting firm23.2*
    
    Consent of Grant Thornton LLP, independent registered public accounting firm23.3*
    
    Consent of Lowenstein Sandler PC (included in the opinion filed as Exhibit 5.1)24
    
    Powers of Attorney (included in the signature pages to this amendment to the registration statement
for each additional registrant and previously filed for Cambium Learning Group, Inc.)25*
    
    Statement of Eligibility on Form T-1 of Wells Fargo Bank, National Association, as
trustee under the Indenture for Cambium Learning Group, Inc.s 9.75% Senior Secured
Notes due 201799.1*
    
    Form of Letter of Transmittal99.2*
    
    Form of Notice for Guaranteed Delivery99.3*
    
    Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees99.4*
    
    Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees to their Clients
 
 
 *
    
    Previously filed(1)
    
    Incorporated by reference from our Registration Statement on Form S-4, No. 333-161075, filed
with the SEC on August 6, 2009, as amended by Post-Effective Amendment No. 1 thereto, filed
with the SEC on September 10, 2009 Post-Effective Amendment No. 2 thereto, filed with the SEC
on September 30, 2009, Post-Effective Amendment No. 3 thereto, filed with the SEC on November
12, 2009 and Post-Effective Amendment No. 4 thereto, filed with the SEC on September 13, 2009.(2)
    
    Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on February
18, 2011.(3)
    
    Incorporated by reference from our Annual Report on Form 10-K for the year ended December
31, 2010, filed with the SEC on March 10, 2011.(4)
    
    Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on September 24, 2010.(5)
    
    Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on July 15, 2010. E-2